UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to § 240.14a-12.
INTERWOVEN, INC.
(Name
of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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Filed by Interwoven, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Interwoven, Inc.
Commission File No.: 000-27389
On
February 6, 2009, Interwoven, Inc. provided the following series of frequently asked questions
and answers (FAQ) to its employees relating to the proposed acquisition of Interwoven, Inc. by
Autonomy Corporation plc. This FAQ is posted on Interwovens intranet and replaces the FAQ that
was previously posted and filed with the Securities and Exchange
Commission on January 26, 2009.
AUTONOMY / INTERWOVEN EMPLOYEE FAQ DOCUMENT
When can I expect more information about the integration plans?
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Both companies will keep everyone updated as information becomes available.
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Note that while both companies are waiting for Hart-Scott Rodino antitrust clearance,
which is expected to last through February, there will be limited discussions between
Interwoven and Autonomy as both companies are required to operate independently.
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Interwoven has a dedicated section on Netspeed that is focused on providing employees
more information on the acquisition.
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You can also reference the section of Interwoven.com dedicated to Autonomy information
to see what were sharing with customers, partners and prospects.
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Will Autonomy be retaining all Interwoven employees?
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Specifics regarding positions will be determined during the integration planning
process, which will take place over the next couple months.
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As is usual with these kinds of acquisitions, there will be some employees impacted in
both companies. Autonomy has about 1,400 employees, while Interwoven has about 1,000.
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We expect the transaction to Close by Q2, and we will continue to operate as independent
companies until that time.
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Until the new plan is in place, its business as usual and its more important than ever
that we stay focused and perform at the highest level.
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After the transaction has Closed, will Interwoven be run as a separate company?
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Autonomy Group currently includes Autonomy ZANTAZ, Autonomy E-talk, Autonomy Virage and
Autonomy Cardiff as Autonomy companies. Its likely that there will be Autonomy Interwoven
also.
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Are you planning any significant relocations or closures of Interwoven premises?
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No decisions have yet been made regarding offices, and whether any current Interwoven or
Autonomy offices will be closed.
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There may be opportunities for those that live closer to certain Autonomy office
locations to work there instead of their current Interwoven location.
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What is the Autonomy culture like?
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Autonomy has a very strong performance-based culture. Employees are compensated based on
their individual contributions.
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Autonomy is apolitical and has an open-minded culture.
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The company is very innovative. Training and development around innovation is a key part
of the Autonomy culture.
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Autonomy looks to create opportunities for employees who have joined the company via an
acquisition. Every individual has an opportunity to stand out and make a difference across
all functions and geographies.
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Will I still receive my Q4 and/or 2008 bonus?
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Yes. Eligible employees will receive their quarterly and annual bonuses according to the
recently established timetable.
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U.S. Bonuses will be paid on the February 13
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payroll schedule.
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India, APAC and EMEA will be paid on the standard February pay period.
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There will be no changes to the current bonus structure until after the Close.
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Im an Interwoven employee with stock options and/or restricted stock units (RSUs). What happens to
those stock options and/or RSUs?
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Closer to the Closing, you will receive detailed information from Interwoven Stock
Administration about your stock options and/or RSUs.
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Stock options with exercise prices at or below $40.00 per share shall either be a)
assumed by Autonomy, or b) at the employees option, may be exercised at Closing:
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The default treatment of stock options is that the options will be
assumed by Autonomy and become options to purchase Autonomy ordinary shares on the
same terms and conditions as are in effect immediately prior to the completion of
the acquisition, except that the exercise price and number of shares subject to each
such stock option will be adjusted to reflect the trading price of Autonomy ordinary
shares at such time relative to the cash price payable in the acquisition.
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For vested, in-the-money, options (options with an exercise price lower
than $16.20 per share), employees may opt to exercise these options at Closing. If
this option is chosen, the option shall be a cashless exercise, meaning the
employee will receive an amount equal to $16.20 less the exercise price for each
option.
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Stock options with exercise prices above $40.00 per share:
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will not be assumed by Autonomy and will be canceled upon the completion
of the acquisition with no cash or other consideration payable, whether or not then
vested or exercisable.
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Autonomy will assume all outstanding restricted stock units on the same terms and
conditions as are in effect immediately prior to the completion of the acquisition, except
that the number of shares issuable upon settlement of the restricted stock units will be
adjusted to reflect the trading price of Autonomy shares at such time relative to the cash
price payable in the acquisition.
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Autonomys ordinary shares trade on the London Stock Exchange.
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What happens to stock options if an employee is not retained by Autonomy?
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All stock options shall be treated the same, irrespective of the employees status.
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If an employee is not retained by Autonomy, that employee may elect to exercise the
options at Closing or have the options assumed by Autonomy (as described above).
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Note, however, that the terminated employee must exercise options within the stated
expiration period (this is normally 90 days after their termination) since the options are
cancelled after this time period.
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Im currently enrolled in Interwovens Employee Stock Purchase Plan (ESPP). What happens now?
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There will be no changes to the Employee Stock Purchase Plan until the transaction
Close.
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In summary, rights which are outstanding on the earlier of April 30, 2009 or the day
immediately prior to the closing will be exercised and converted into shares of Interwoven
common stock that will be cashed out at the Closing of the acquisition.
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Does Autonomy provide employees with stock? Do they have an ESPP program?
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You will receive detailed information from Human Resources about Autonomys equity
incentive plans.
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Autonomy does issue merit-based options to purchase shares of Autonomy stock.
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How will the acquisition affect my immigration process?
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There is no change to the way Interwoven is processing visas and green cards prior to
the Close.
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We do not have specifics on how this process will be handled by Autonomy. We do know
that they also have a workforce inclusive of individuals on visas.
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If you have a specific question regarding your current visa or green card process,
please contact Mary Jane Quizon in HR.
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Will our benefits change after the acquisition?
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Specific information regarding Autonomy benefits will be provided after Closing.
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More information will be shared with employees as details become available.
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What happens if the FSA (Health, Dependent Care or Transit) plans are terminated after the Close?
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We dont have any indication at this time that any of our plans will end with the Close
of this acquisition.
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However, in the event that any of the FSA accounts are closed, you will be given 90 days
to submit claims incurred prior to the termination date of the plan.
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Cautionary Statement Regarding Forward-Looking Statements
This FAQ document includes forward-looking statements, based on current expectations, which are
subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those referred to in the FAQ document. Such factors include, but are not limited
to, the risk that the transaction is not consummated or is not consummated within the expected
timeframe. For information regarding other related risks, see discussion of risks and other factors
in Interwovens most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q
and Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and
available through
www.sec.gov
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Additional Information About the Proposed Transaction and Where You Can Find It
In connection with the proposed transaction, Interwoven filed a preliminary proxy statement with
the Securities and Exchange Commission on January 28, 2009 and will file a definitive
proxy statement. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION,
STOCKHOLDERS OF INTERWOVEN ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS
FILED BY INTERWOVEN WITH THE SEC BECAUSE THEY CONTAIN, OR WHEN THEY BECOME AVAILABLE, WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant
materials, and any other documents filed by Interwoven with the SEC, may be obtained free of charge
at the SECs website at
www.sec.gov
. In addition, stockholders of Interwoven may obtain free copies
of the documents filed with the SEC by contacting Interwoven Investor Relations at (408) 953-7218
or Interwoven, Inc., 160 E. Tasman Drive, San Jose, California 95134. You may also read and copy
any reports, statements and other information filed by Interwoven with the SEC at the SEC public
reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
Interwoven and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from Interwoven stockholders in favor of the proposed transaction. Certain
executive officers and directors of Interwoven have interests in the transaction that may differ
from the interests of stockholders generally, including without limitation acceleration of vesting
of stock options and restricted stock units, benefits conferred under severance and change in
control arrangements, and continuation of director and officer insurance and indemnification.
Information about the directors and officers of Interwoven and the interests they may have in the
proposed acquisition is available in the preliminary proxy statement and will be available in the
definitive proxy statement, when it is filed with the SEC.